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TOP Financial Group Ltd

For the period ended Jun 30, 2026. Filed Aug 17, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 17, 2026

TOP$13.25+12.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission File Number:001-41407

TOP FINANCIAL GROUP LIMITED

(Exact name of registrant as specified in its charter)

Cayman IslandsNot Applicable
(State or other jurisdiction of(IRS Employer
incorporation or organization)Identification Number)
101 Cecil Street, #13-05 Tong Eng BuildingSingapore 069533
(Address of principal executive offices)(Zip code)

+65 6252 8998

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Ordinary Shares, par value $0.005 per shareTOPThe Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

As of August 17, 2026, the registrant had 121,705,513 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, par value $0.005 per share, outstanding.

INDEX
Part I - Financial Information1
Item 1 - Consolidated Financial Statements (Unaudited)1
Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and March 31, 20261
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2026 and 2025 (Unaudited)2
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended June 30, 2026 and 2025 (Unaudited)3
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2026 and 2025 (Unaudited)4
Notes to Condensed Consolidated Financial Statements (Unaudited)5
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 3 - Quantitative and Qualitative Disclosures About Market Risk39
Item 4 - Controls and Procedures40
Part II - Other Information41
Item 1 - Legal Proceedings41
Item 1A - Risk Factors41
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds41
Item 3 - Defaults Upon Senior Securities41
Item 4 - Mine Safety Disclosures41
Item 5 - Other Information41
Item 6 - Exhibits42
Signatures43

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